Beth I. Z. Boland

Partner

Overview

Beth Boland is chair of the firm’s Securities Enforcement & Litigation Practice and a former vice chair of the Litigation Department. She represents clients in shareholder suits, SEC and Attorney General investigations, and consumer class actions. Named one of the “most powerful business people” in Boston by the Boston Business Journal and one of the most “influential” attorneys in the Commonwealth by Massachusetts Lawyers Weekly, Beth regularly represents corporations in connection with insider trading issues, Ponzi schemes, accounting fraud, corporate control issues, and derivative actions. Beth is the president of the New England Chapter of the National Association of Corporate Directors; she advises corporate boards and leads internal investigations and the defense of government enforcement actions involving whistleblower claims, government contracts, corporate governance issues, and disputes involving executive compensation and strategic business transactions.

Beth also defends some of the nation’s largest financial institutions and retailers in connection with class action litigation and multi-agency enforcement actions involving privacy, fraudulent sales practices, and other statutory violations. She has won numerous class actions, including a case with industry-wide ramifications in front of the Massachusetts Supreme Judicial Court. Her clients operate in a wide range of industries, including financial services, retail, high technology, and manufacturing.

Prior to joining Foley, Beth was a partner at Bingham McCutchen LLP, where she was in the firm’s Securities Litigation practice in Boston. Earlier in her career, Beth served as a clerk to the Honorable Milton Pollack in the U.S. District Court for the Southern District of New York while he was assigned to the Ivan Boesky and Michael Milken insider trading litigations.

Representative Experience*

  • SEC Investigation of Energy Manufacturer – Led the internal investigation for a special committee of the board of a publicly-traded energy manufacturer amid a challenge to a prior shareholder vote. Leading the defense of the company in connection with an SEC investigation into potential registration statement violations.
  • Plantronics, Inc. – Representing publicly-traded manufacturer of high-tech hardware and software solutions in connection with $2B purchase of Polycom, Inc.
  • Syntroleum Corporation – Represented board of publicly traded issuer against shareholder class action claims of breach of fiduciary duty in the sale of company. Defeated motions designed to interfere with shareholder vote, which allowed vote to proceed to approve the sale. Case settled for less than litigation costs, after court ruled that plaintiffs may be liable for defense counsel costs under state “loser pays” statute.
  • SBAV v. Porter Bancorp – Successfully represented a New York hedge fund in claims for financial fraud against an issuer in connection with its investment in the issuer. Defeated issuer’s motion to dismiss the complaint, and won motion to dismiss issuer’s third-party claims against a fund affiliate.
  • Ponzi scheme litigation – Representing one of the world’s largest banks against multi-jurisdictional litigation claims of aiding and abetting a customer’s Ponzi scheme involving fraudulent certificates of deposit. Matter settled for approximately 1% of claimed damages.
  • SEC Investigation of Publicly-traded Manufacturing Company – Led the representation of a publicly-traded government contractor manufacturing company in connection with an SEC investigation into the company’s restatement of its financial results, the withdrawal of its outside audit firm and the company’s public disclosures on other related issues. After a two-year investigation, the SEC recently decided not to pursue enforcement action against the company.
  • Publicly-traded Medical Device Company – Led the internal investigation involving the top executives of the company’s overseas operations engaged in internal accounting fraud, which resulted in the dismissal of the head of the overseas operations and other senior executives.
  • Suffolk University – Led the defense of the President of Suffolk University in connection with an internal investigation by the Board of Trustees, amid widespread media coverage and attorney general investigation.
  • Chairman of the Board of Energy Company – Defended the chairman of the board against claims for breach of fiduciary brought by the company against him. Obtained summary judgment on indemnification claims under a new provision of the Massachusetts Business Corporations Act. Upon grant of summary judgment, case immediately settled on highly favorable terms.
  • Yucaipa American Alliance Fund – In one of the leading “poison pill” cases in Delaware Chancery Court jurisprudence, represented Yucaipa and its principal Ron Burkle through trial in their challenge to the validity of the shareholder rights plan adopted by the board of directors of Barnes & Noble.
  • Mortgage-Backed Securities Litigation – Represented a major Wall Street investment bank in several cases asserting multibillion-dollar claims brought by various institutional investors in connection with the sale of residential mortgage-backed securities by means of allegedly untrue statements.
  • Internal Investigation of Financial Fraud Claims – Led investigation by audit committee of publicly traded company in connection with claims asserted by financial department “whistleblower” regarding corporate governance, government contracting, accounting and other irregularities.
  • AG Investigation of a For-Profit University – Represented one of the largest for-profit universities in Massachusetts in connection with an attorney general investigation of same.
  • AG Investigation of False Claims Act Issues – Represented a Fortune 100 multinational company in connection with threatened claims under the state False Claims Act for false statements made in connection with a multimillion dollar government contract.
  • BJ’s Wholesale Club – Obtained summary judgment for BJ’s in connection with claims brought on behalf of a putative class of consumers challenging the terms of the club membership. Won partial summary judgment in a ruling which paved the way to successful resolution of the class claims.
  • Rent-a-Center USA – Led the representation of Rent-a-Center USA in an industry-defining federal class action alleging that the company’s rent-to-own contracts were considered “installment sales” rather than “leases.” The district court certified the question to the Massachusetts Supreme Judicial Court, which issued a 7-0 opinion (1 justice concurring) in the company’s favor and resulted in dismissal of the case.
  • Item Pricing Class Actions – Served as lead outside counsel for national retailers such as Circuit City and Crate and Barrel in a series of class action suits involving alleged violations of the Massachusetts item pricing regulation. The cases settled after mediation, primarily with cy-près distribution of goods and cash to charitable organizations. Beth also led the “steering committee” of retailers investigated by the attorney general’s office for violations of the item pricing regulations, and helped bring about recent changes in the regulation.

*Certain of these matters occurred prior to Beth joining Foley & Lardner LLP.

Community Engagement

Active on many fronts in the legal community, Beth co-chaired the Boston Bar Association (BBA) Task Force on Corporate Governance and was appointed by the chief justice of the trial court to co-chair the committee charged with overseeing the Massachusetts business court after its inception in 2000. As one of the youngest presidents of the Women’s Bar Association of Massachusetts (WBA), she is considered a pioneer on issues affecting women in the profession and women who are victims of abuse. Beth's representation of women who flee across international borders to protect their children from abuse has received national attention and has produced seminal court decisions under the Hague Convention on International Child Abduction. In 2010, the WBA presented her with its highest honor, the Lelia J. Robinson Award, in recognition of her contributions to the legal profession and the greater community. Beth was also appointed by the Governor of Massachusetts to serve on the state Lottery Commission along with the Massachusetts Treasurer.

Recognition

Chambers USA named Beth as a leading lawyer in securities litigation (2013 – present), noting “Her extremely detailed and in-depth knowledge is invaluable.” Beth has been named one of the state’s most influential lawyers by Massachusetts Lawyers Weekly and one of the Top 50 Massachusetts Women Lawyers by Boston Magazine for multiple years. She has served on a variety of nonprofit boards and received numerous awards for her work in this area. Other honors include:

  • Named in the “Power 50” by the Boston Business Journal (2018)
  • “Circle of Excellence” (one of five women lawyers so honored), Massachusetts Lawyers Weekly (2016)
  • Fellow, Litigation Counsel of America (2015 – present)
  • Leading Woman Award, Girl Scouts of Eastern Massachusetts (2012)
  • Lelia J. Robinson Award, Women’s Bar Association of Massachusetts (2010)
  • Named in “The Power List” by Massachusetts Lawyers Weekly (2009)
  • Women’s Leadership Award, The Alliance of Women’s Business and Professional Association (2007)
  • Super Lawyers, Massachusetts (2004 – present); Top 50 Women Lawyers (2004, 2012, 2015 – present); Business Litigation
  • Massachusetts Lawyers Weekly, Massachusetts Lawyer Power Matrix (2004)
  • President’s Award, The Boston Club (2004)
  • “Business Ace Award,” New England Women’s Fund (2003)
  • “Child Advocate of the Year,” Massachusetts Society for the Prevention of Cruelty to Children (accepted on behalf of Mintz Levin) (2002)
  • Mintz Levin Pro Bono Award (accepted on behalf of McLarey v. Danaipour team) (2002)
  • Abigail Adams Award, Massachusetts Women’s Political Caucus (1999)
  • “Voice for Justice” Award, Support Committee for Battered Women (1998)

Education

Beth earned her J.D. from The University of Chicago Law School (1988) where she was articles editor of the University of Chicago Legal Forum and a Daniel Yee Merit Scholar. She received her B.A. from The University of Chicago (with honors, 1985) where she was a Rhodes Scholarship State Finalist and elected a member of the Phi Beta Kappa Society.

Admissions and Professional Memberships

Beth is a member of the Boston Bar Association, the American Bar Association and is president of the National Association of Corporate Directors (NACD), New England Chapter. She is admitted to practice in New York and Massachusetts, the U.S. Courts of Appeals for the First, Second and District of Columbia Circuits, and the U.S. District Courts for the District of Massachusetts and Southern District of New York.

Selected Recent Presentations and Publications

  • “How corporate boards can curtail sexual harassment,” Boston Globe (November 2017)
  • “As California bolts ahead, Mass. needs to catch up on boardroom diversity,” Boston Globe (October 2018)
  • “#METOO Meets the Boardroom,” National Directors Institute (October 2018)
  • “Legal & Regulatory Responsibilities of Board Members,” Harvard University (March 2017, 2018)
  • “’Me Too,’ But Now What? What Corporate Boards Need to Know About Workplace Sexual Harassment,” Legal News: Labor & Employment (February 2018)
  • “Audit Committee Trends and Updates,” National Directors Institute (November 2017, 2018)
  • “Corporate Board Legal Duties and Liability Issues,” National Association of Corporate Directors-New England (June 2018, May 2017)
  • “Bylaw Wars: Boards Awaken,” The Corporate Board (March/April 2016)
  • “SEC Steps Up Investigation of Political Intelligence Firms for Insider Trading,” Foley & Lardner webinar and Litigation Advisory (December 2015)
  • “Trends in Shareholder Bylaws,” National Directors’ Institute (November 2015)
  • “Insider Trading in the Aftermath of Newman,” Foley & Lardner webinar and Litigation Advisory (January 2017, October 2015, May 2015)
  • “Class Actions: The Shifting Sands,” New England Legal Foundation (April 2015)
  • “Securities Enforcement 2015,” Boston Bar Association forum (April 2015)
  • “How Companies Can Reduce Their Risk of Shareholder Litigation After a Failed ‘Say on Pay’ Vote,” Litigation Advisory (June 2013)
  • “The Securities Regulatory Environment in the Wake of the Elections: Now What?,” NACD Breakfast Series Program, Boston (December 2012)
  • “Legal Framework for the Balance of Power Between the Board, Shareholders and Management," Bentley University lecture (October 2012)
  • “Confronting Liability Risks: Corporate Governance for Non-Profit Boards,” NACD Breakfast Series Program, Boston (June 2012)
  • “Say on Pay: Shareholder ‘No’ Votes Now Leading to Derivative Actions Challenging Executive Compensation,” Litigation Advisory (July 2011)
  • “Dealing with Shareholder and Consumer Activists in the Boardroom,” Women Corporate Directors Network, Boston (January 2011)
  • “Senate’s Financial Reform Bill Impacts Executive Compensation Rules and Corporate Governance,” Litigation Advisory (June 2010)
  • “Recent Developments in the Business Litigation Session,” Massachusetts Lawyers Weekly (annually, 2005 – 2016)
  • Contributing Author, “Business Courts,” American Bar Association Annual Review of Developments in Business and Corporate Law (annually 2004 – 2016)

Representative Matters

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Foley represented Carbonite, Inc. originally in connection with patent infringement litigation filed by Oasis Research against Carbonite and 16 other defendants. During the course of that litigation, Oasis filed civil RICO claims against Carbonite and against co-defendant EMC. In June 2015 Foley's securities litigation team undertook the representation of Carbonite on the civil RICO claims in expedited proceedings. The case is set for trial in November 2015. During the course of discovery, the district court ordered certain privileged documents to be produced. Carbonite has filed a mandamus petition with the Court of Federal Claims and a motion to stay the order to produce the privileged documents. On September 11, 2015 the Court of Federal Claims granted Carbonite’s motion for stay of the order, and is now undertaking expedited briefing in support of Carbonite’s mandamus petition.
On December 24, 2014 j2 Global, Inc. launched a hostile tender offer for the shares of Carbonite, Inc. Foley represented the board of directors of Carbonite in developing its defenses and responses to Carbonite, including the adoption of a two-tier shareholder rights plan. Foley was also selected by the company to handle anticipated litigation over the shareholder rights plan. In the middle of the j2 negotiations we were notified by FINRA of an investigation into the trading of the shares of Carbonite immediately prior to j2’s tender offer; we produced documents to FINRA and otherwise responded to all FINRA investigatory requests. The company announced the resignation of one board member and the appointment of a new board member. On March 2, 2015, j2 Global withdrew its tender offer and its anticipated litigation.
Foley advises the MassMutual Board of Directors on a variety of corporate governance matters, including the amendment of the company’s bylaws. On April 9, 2014, one of MassMutual’s policyholders, Jessica Rule, sued the company for breach of fiduciary duty and under the state books and records act in connection with the adoption of those bylaw amendments. On May 5, 2015, the court granted MassMutual’s motion to dismiss the complaint, and validating the process by which the board undertook the bylaw amendments. Appeal of that decision was entered on September 10, 2015 with briefing to follow.